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research covering the Asian CB universe. As there are few players providing this service we have been
able to capture significant market share as an organisation with sales/trading footprints in UK and
Singapore and research centre in India under our CBs specialist Mr. Rajinder Singh. We provide credit,
asset cover, liquidation, price point discovery analysis for the entire Asian CBs Universe. We are pretty
confident this market will continue to grow from $60bn and the CBs will become the instrument of
choice for new issuance. We attach our new Indian FCCBs booklet “Live and Let Die”.
INDIAN FCCBs
Liquidation Recovery may provide some downside protection, but you need to distinguish which Bonds
you let ‐ Live and Let Die
TABLE OF CONTENTS
GA Profile 01
Section 1: Purpose 02
Section 2: FCCB Background 03
Section 3: Recommendations 08
A. Yield Play 08
Bharat Forge Limited 09
Geodesic Limited 17
Ranbaxy Laboratories Limited 26
Rolta India Limited 34
Sintex Industries Limited 42
Suzlon Energy Limited 53
Amtek Auto Limited 61
Tulip Telecom Limited 70
Cranes Software International Limited 78
Aurobindo Pharmaceuticals Limited 87
GTL Infrastructure Limited 95
B. Equity Play 104
Educomp Solutions Limited 105
C. Distress Play 113
Marksans Pharma Limited 114
Jaiprakash Associates Limited 124
Bartronics India Limited 134
Alok Industries Limited 144
Pyramid Saimira Theatre Limited 156
Moser Baer (India) Limited 165
Section 4: Law Governing FCCBs 175
Section 5: Conclusion 184
Appendix 1: GA Credit Score: An Explanation 185
Appendix 2: FCCB Universe 186
Appendix 3: List of GA FCCB Picks 191
Appendix 4: Glossary 193
GA Methodology
In a global slowdown scenario, many of the Indian Bonds have been badly shaken, and although we
think some should indeed and will most likely default (Die), there are many that we think are mispriced
where value and opportunity remain (should Live). So, once again this report tries to discover, on the
basis of liquidity, cash flow and credit analysis, those Bonds that one should Let Live and Let Die based
on their value, the ability to redeem bonds, or the downside recovery value; should liquidation be the
only option.
In order to affect such analysis, GA has created several credit and liquidity analysis Tools, which are
explained in the Report such as:
• GA Z‐Score
• GA Bond Rating
• GA Redemption Cover (R‐Cover)
Please contact for the detail research report: research@globalabsolute.com
FCCBs Background
What are FCCBs?
• A type of convertible bond issued in a currency different than the issuer's domestic currency. In
other words, the money being raised by the issuing company is in the form of a foreign currency.
• A convertible bond is a mix between a debt and equity instrument. It acts like a bond by making
regular coupon (however most Indian FCCBs are Zero Coupon) and principal payments, but
these bonds also give the bondholder the option to convert the bond into stock.
• These types of bonds are attractive to both investors and issuers. The investors receive the
safety of guaranteed payments on the bond and are also able to take advantage of any large
price appreciation into the company's stock. (Bondholders take advantage of this appreciation
by means of an option, which can be activated when the price of the stock reaches a certain
point.) Due to the equity side of the bond, which adds value, the coupon payments on the bond
are lower for the company, thereby reducing its debt‐financing costs.
FCCBs Pros:
• Provides downside protection for the investor with an option on the equity known as the
“Equity Kicker”.
• If the stock does not perform over the life of the bond, then at maturity the issuer redeems the
bonds back at a premium, which is basically the accretive yield on the bond.
• For the issuer, the FCCB (mostly Zero Coupons) are not shown through the P&L until maturity,
which makes this an attractive method of raising finances.
• From the issuer’s perspective, it tends to offer a lower rate of return in exchange for the value
of the option to trade the bond into stock.
FCCBs Cons:
• The risk for the investor is that the stock of the issuer does not perform over the life of the bond
and the investor returns the bonds back to the issuer at maturity above par depending on the
coupon structure.
• However, the bigger risk which we will discuss later is that, will the issuers be able to redeem
their bonds back on redemption date?
• From the investor's perspective, a convertible bond has a value‐added component built into it; it
is essentially a bond with a stock option hidden inside. Thus, it tends to offer a lower rate of
return in exchange for the value of the option to trade the bond into stock.
Current Indian FCCB Market situation
• Indian Corporate has issued ~$ 20bn in FCCBs over the last 5 years.
• With the bullish sentiment in India and other emerging markets, this was the most effective and
ideal instrument to use to raise money and to invest in.
• However with the recent market turmoil due to the credit Crunch, we have witnessed a global
capitulation in equity markets, resulting in many bonds trading out‐of–money and most
importantly the decline in Market capitalization of the companies.
• The key question is not whether the issuing companies stock will perform above conversion
price and trade in‐the‐money, but if the issuers will have enough cash to redeem their bonds
back on maturity date or put date.
What happens if FCCBs do not convert?
• Reset Price – This lowers the conversion price, resulting in higher dilution which is damaging to
the equity holders.
• Refinance using New FCCB – This involves issuing a new FCCB with a lower conversion price to
buy back the old bond, resulting in higher dilution and paying an early redemption premium.
• Refinance using plain Vanilla debt – this can be a costly and a difficult process, especially when
we are witnessing one of the greatest credit Crunches of all time.
• Raise Equity – This involves raising new shares to buy back the bonds, which again causes
massive dilution and difficult to raise in today’s environment.
• Company “buy backs” it has been rumored that changes in legislation are being discussed, which
will allow companies to legally buy back their bonds from the investors PRIOR to maturity date,
at an agreed price.
How it all began...
However, the bigger risk which we will discuss later is that, will the issuers be able to redeem their
bonds back on redemption date? From the investor's perspective, a convertible bond has a value‐added
component built into it; it is essentially a bond with a stock option hidden inside. Thus, it tends to offer a
lower rate of return in exchange for the value of the option to trade the bond into stock.
Current Indian FCCB Market situation
Indian Corporate has issued ~$ 20bn in FCCBs over the last 5 years. With the bullish sentiment in India
and other emerging markets, this was the most effective and ideal instrument to use to raise money and
to invest in. However with the recent market turmoil due to the credit Crunch, we have witnessed a
global capitulation in equity markets, resulting in many bonds trading out‐of–money and most
importantly the decline in Market capitalization of the companies.
The key question is not whether the issuing companies stock will perform above conversion price and
trade in‐the‐money, but if the issuers will have enough cash to redeem their bonds back on maturity
date or put date.
What happens if FCCBs do not convert?
Reset Price – This lowers the conversion price, resulting in higher dilution which is damaging to the
equity holders.
Refinance using New FCCB – This involves issuing a new FCCB with a lower conversion price to buy back
the old bond, resulting in higher dilution and paying an early redemption premium.
Refinance using plain Vanilla debt – this can be a costly and a difficult process, especially when we are
witnessing one of the greatest credit Crunches of all time.
Raise Equity – This involves raising new shares to buy back the bonds, which again causes massive
dilution and difficult to raise in today’s environment. Company “buy backs” it has been rumored that
changes in legislation are being discussed, which will allow companies to legally buy back their bonds
from the investors PRIOR to maturity date, at an agreed price.
Since 2003, the “India Shining” story has attracted many FIIs plagued by low equity market returns in
their respective countries. Oliver Goldsmith has famously said,” When a person has no need to borrow
they find multitudes willing to lend.” The Indian corporate Sector at that time was riding high on
increasing profits coming from increased capacity utilization and low gearing ratios. So far they were
operating sub‐scale plants stymied by the licence raj. Now they needed cheap capital to expand
capacities to world‐scale manufacturing, and expand overseas. They found many backers.
During 2006‐2008, the Indian Corporate Sector’s borrowings in forex are summarized below:
Foreign Currency Raised by Indian Corporate
Year ECB FCCB Total ($ in mn)
2006 17,176 5,981 23,156
2007 25,795 7,525 33,319
2008 * 16,704 1,485 18,189
Total 59,675 14,990 74,664
No of Transaction
Year ECB FCCB Total
2006 733 82 815
2007 681 75 756
2008 * 363 20 383
Total 1,777 177 1,954
Outstanding GA FCCBs Universe vs. Shortlisted companies
GA Universe 129 companies GA shortlisted 32 Companies
FCCBs
Year FCCBs O/S Redemption amount O/S Redemption amount
2008 1.40 1.68 1.40 1.68
2009 634.66 727.48 4.40 4.18
2010 1898.79 2496.92 496.75 657.33
2011 4568.11 5943.79 2216.56 2836.56
2012 6928.98 9349.08 3551.80 4866.90
2013 514.74 698.77 452.74 614.78
Grand
Total 14546.67 19217.72 6723.65 8981.43
ECB seems to be the more popular route, considering the ECB: FCCBs transaction ratio to be 10:1 and
ECB: FCCBs dollar amount ratio at 4:1. Indian promoters wanted to enjoy benefits of higher financial
leverage when their profitability was much higher than the cost of funds – production and lack of
marketing were the constraints. They also wanted to avoid diluting their stakes during the booming
markets.
The current year
However, since January 2008, the global credit and capital markets have been very volatile. Indian
capital markets have not been immune and have also been affected, albeit to a lesser degree. The
Rupee dollar rate has fluctuated from Rs. 39.44 on January 01, 2008 to Rs. 42.85 on June 30, 2008, to Rs.
47.35 on September 30, 2008 and Rs.51.09 on November 30, 2008. The 9.2% depreciation in the rupee
between June 01, 2008 and September 30, 2008 will cut both ways — hurting some, helping others. The
borrowing companies that had higher hedged positions showed paper profits on March 31, 2008, but
had to bear FOREX losses in the subsequent quarters.
Most of the FCCBs were issued with the hope of being converted to equity. However, in the current
market conditions, conversion of FCCBs could be a challenge. In the bear market conditions, nearly
majority of the FCCBs (out of total 32 covered by GA) are quoting below their Conversion Price / Bond
Floor.
Rupee depreciation makes it worse
Recently, the Reserve Bank of India allowed companies to buy back Foreign Currency Convertible Bonds
(FCCBs). This move may not find many takers, as the tight liquidity scenario will make it difficult for firms
to raise money for the buyback. Surprised by RBI’s timing, analysts and FOREX experts said this was not
the right time for buybacks, and that the market will only see action once the sentiment improves,
which will take at least another six months.
FOREX managers are questioning the logic of allowing buybacks and subsequent outflows, when the
country is facing a dollar crunch. According to Mr. K Rajaram, Head, FOREX Risk Management, Arvind
Ltd., “RBI’s move can, at best, add some confidence in a sagging market”. He further adds, “I really don’t
know why they have come with this now. Short‐term liquidity is already tight. They should in fact have
done something of a reverse to attract more inflows after the $ 60bn ‐ $ 70bn that has flown out from
the FOREX reserves”.
The buybacks will have to be financed by the company’s foreign currency resources in India or abroad.
The RBI may also grant approvals for raising foreign exchange through External Commercial Borrowings
(ECBs) to help companies buy back FCCBs. FCCBs are bonds used to raise foreign currency loans.
However, bondholders also have the option to convert the bond into stock at a pre‐decided conversion
price.
Due to the present market situation, most FCCBs are trading at a heavy discount. The RBI move comes
at a time when companies are caught between a rock and a hard place — Stocks have been hammered
due to the global negative sentiment, and foreign exchange loans are also not available. According to
Mr. Rajaram, “Regulatory measures from the RBI or any central bank are unlikely to work in the present
scenario. “The situation is dicey, it will take at least 3‐6 months.”